-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PrWbbe2FCvrX0Bz1ubfXK1DNjQEd087MJ5l5/z90kDMAtPXgG4tpBTFOXwT6pI5u GdA0F8xQXWknRYdJ4AzhiA== 0000928385-98-002054.txt : 19981006 0000928385-98-002054.hdr.sgml : 19981006 ACCESSION NUMBER: 0000928385-98-002054 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981005 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42240 FILM NUMBER: 98720748 BUSINESS ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAINUM STEWART/ CENTRAL INDEX KEY: 0000903871 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 213445874 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MANOR CARE INC STREET 2: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3019794400 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: BAINUM STEWART DATE OF NAME CHANGE: 19930506 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* HCR MANOR CARE, INC. ---------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------ (Title of Class of Securities) 404-134-10-8 ---------------------------- (CUSIP Number) Patricia Bowditch Realty Investment Company 8737 Colesville Road, Suite 800, Silver Spring, MD 20910 (301) 495-4400 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1998 ------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box ( ). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 404-134-10-8 13D Page 2 of 5 1 Name of Reporting Person Stewart Bainum 2 Check the Appropriate Box if a Member of a Group* (a) ( ) (b) ( ) 3 SEC Use Only 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(D) or 2(E) ( ) 6 Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by the Reporting Person with: 7 Sole Voting Power 6,568,205 8 Shared Voting Power 3,647,174 9 Sole Dispositive Power 6,568,205 10 Shared Dispositive Power 3,647,174
11 Aggregate Amount Beneficially Owned by the Reporting Person 10,215,379 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.24% 14 Type of Reporting Person IN CUSIP No. 404-134-10-8 13D Page 3 of 5 Item 1. Security and Issuer (a) Name of Issuer: HCR Manor Care, Inc. (b) Address of Issuer's Principal Executive Offices: One SeaGate Toledo, OH 43604 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Stewart Bainum (b) Business Address: 10750 Columbia Pike Silver Spring, MD 20901 (c) Present Principal Employment: Chairman of the Board Realty Investment Company 8737 Colesville Road Suite 800 Silver Spring, MD 20910 (d) Record of Convictions: During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) Record of Civil Proceedings: During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating such activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America Item 3. Source and Amount of Funds or Other Consideration The Reporting Person was previously the beneficial owner of equity securities of Manor Care, Inc. ("Manor Care") and filed a Schedule 13G with respect to such securities. On September 25, 1998, Manor Care consummated a merger with a wholly owned subsidiary of Health Care and Retirement Corporation, which simultaneously changed its name to HCR Manor Care, Inc. ("HCR Manor Care"). As a result of this transaction, each share of common stock of Manor Care beneficially owned by the Reporting Person was converted into one CUSIP No. 404-134-10-8 13D Page 4 of 5 share of common stock of HCR Manor Care. In addition, the Reporting Person owned options to purchase 8,000 shares of Manor Care common stock, which were exchanged in connection with the merger for 4,454 shares of common stock of HCR Manor Care. Item 4. Purpose of Transaction See Item 3. The Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in Subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned by the Reporting Person: 10,215,379 shares, including (i) 3,723,410 shares held directly by the Stewart Bainum Declaration of Trust (the "SB Trust"), of which Mr. Bainum is the sole trustee and beneficiary; (ii) 919,552 shares owned by Bainum Associates Limited Partnership and 1,126,532 shares owned by MC Investments Limited Partnership, each of which is a limited partnership in which the SB Trust is a limited partner and, as such, has the right to acquire at any time a number of shares equal in value to the liquidation preference of its limited partnership interest; (iii) 3,567,869 shares held by Realty Investment Company ("Realty Investment"), in which Mr. Bainum has shared voting authority; (iv) 79,305 shares held by the Commonweal Foundation ("Commonweal"), in which Mr. Bainum has shared voting authority; and (v) 798,711 shares held by the Jane L. Bainum Declaration of Trust, the sole trustee and beneficiary of which is Mr. Bainum's wife.
(b) Number of shares as to which such person has: (i) Sole Voting Power 6,568,205 (ii) Shared Voting Power 3,647,174 (iii) Sole Dispositive Power 6,568,205 (iv) Shared Dispositive Power 3,647,174
The Reporting Person may be deemed to share power to vote and dispose of shares (i) held by Realty Investment with family members who are also shareholders of Realty Investment, and (ii) in Commonweal with family members who are also on the Board of Directors of Commonweal. (c) See Item 3. (d) To the extent that shares of the Issuer identified in Item 5(a) are held by corporations or partnerships, other shareholders and partners of such entities have the right to receive a proportionate share of dividends paid with respect to such shares and the proceeds from the sale of such shares. To the best of the reporting person's knowledge, other than Jane Bainum, the Reporting Person's wife, and Barbara Bainum, Bruce Bainum, Roberta Bainum and Stewart Bainum, Jr., the Reporting Person's children, no other person has such an interest relating to more than 5% of the outstanding class of securities. (e) Not applicable. CUSIP No. 404-134-10-8 13D Page 5 of 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits None. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 5, 1998 /s/ Stewart Bainum ----------------------- Stewart Bainum -----END PRIVACY-ENHANCED MESSAGE-----